Macerich Company (MAC)

SECTION 3.01. Committees.
The Board of Directors may appoint from among its members an Executive
Committee, an Audit Committee, a Compensation Committee, a Nominating and
Corporate Governance Committee and other committees to serve at the pleasure of
the Board of Directors and may delegate to these committees any of the powers
of the Board of Directors, except as prohibited by applicable law or stock
exchange regulation. The Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee shall be composed entirely of independent
directors. The Executive Committee, Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee shall be composed of two or more
directors and any other committees may be composed of one or more directors,
except as otherwise required by applicable law or stock exchange regulation.

SECTION 3.02. Committee
Procedure. Each committee may fix rules of procedure for its
business. A majority of the members of a committee shall constitute a quorum
for the transaction of business and the act of a majority of those present at a
meeting at which a quorum is present shall be the act of the committee. The
members of a committee present at any meeting, whether or not they constitute a
quorum, may appoint a director to act in the place of an absent member. Any
action required or permitted to be taken at any meeting of a committee may be
taken without a meeting, if a consent in writing or by electronic transmission
to such action is given by each member of the committee and is filed with the
minutes of proceedings of such committee. The members of a committee may
conduct any meeting thereof by conference telephone in accordance with the
provisions of Section 2.10.

SECTION 3.03. Emergency.
In the event of a state of disaster of sufficient severity to prevent the
conduct and management of the affairs and business of the Corporation by its
directors and officers as contemplated by the Charter and the By-Laws, any two
or more available members of the then incumbent Executive Committee shall constitute
a quorum of that Committee for the full conduct and management of the affairs
and business of the Corporation in accordance with the provisions of
Section 3.01. In the event of the unavailability, at such time, of a
minimum of two members of the then incumbent Executive Committee, the available
directors shall elect an Executive Committee consisting of any two members of
the Board of Directors, whether or not they be officers of the Corporation,
which two members shall constitute the Executive Committee for the full conduct
and management of the affairs of the Corporation in accordance with the
foregoing provisions of this Section. This Section shall be subject to
implementation by resolution of the Board of Directors passed from time to time
for that purpose, and any provisions of the By-Laws (other than this Section)
and any resolutions which are contrary to the provisions of this Section or to
the provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this
Section that it shall be to the advantage of the Corporation to resume the
conduct and management of its affairs and business under all the other
provisions of the By-Laws.